**SCHEDULE 13** 

 **FORM OF ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT** 

  

 THIS ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (MSN     ) (this “Agreement”), dated as of             
is entered into by and between                     , a company incorporated under the laws of
                 (“Assignor”), and                 , a
                          (“Assignee”). 

  

 W I T N E S S E T H: 

  

 WHEREAS, [Lessee], a company incorporated under the Laws of
             (“Lessee”) and Assignor have heretofore entered into that certain Aircraft Lease Agreement, dated as of
            , 200\_ (“ALA”), which incorporates by reference therein a Common Terms Agreement dated as of
                    , 200   between
                     and Lessee (“CTA”), as amended and supplemented from time to time (collectively, the
“Lease”) (terms not otherwise defined herein shall have the meanings assigned to them in the Lease), which Lease relates to the Aircraft (as defined in Annex I hereto); 

  

 WHEREAS, Assignor and Assignee have entered into an aircraft sale and purchase agreement dated on or prior to the date
hereof (“Purchase Agreement”); 

  

 WHEREAS,
pursuant to the Purchase Agreement, Assignor’s interest in the Lease is being transferred to Assignee, as contemplated by Section 14.2 of the CTA;